Willow Weep For Me
by kellylover
Summary: "She has to think of her future, she had said. Max had told her that her future was at CONTROL, but he knew then that he had really meant that her future was with him. " Set during "99 Loses CONTROL" and explains how 99 came to agree to marry Victor Royale and how Max felt about her at the time.


**Willow Weep For Me**

**kellylover**

Maxwell Smart didn't know what to do with his hands.

He crossed his arms only to lay them across his lap seconds later. Soon he reached for the magazine in the seatback pocket in front of him simply to fan through it. A minute later he returned the magazine to its rightful place and began instead to fidget with the air vents on the ceiling. But no matter what he did with his hands, Max couldn't get his mind off of 99.

Ever since 99 had told him yesterday afternoon that she was leaving CONTROL to marry Victor Royale, Max had felt a strange sense of alertness. Though he was constantly aware of his surroundings, he was unable to collect his thoughts. Only one coherent idea had entered his head after leaving 99's office the day before: He had to bring her back_._ As a result, Max had only stopped by his apartment to pack his things before darting for the airport to head off 99 at Royale's casino.

The only other things running through his head were flashes of the past nine months. Ever since Max had slipped up during the Hans Hunter mission and showed too much of how he cared for 99, he had been extra careful about displaying his affection. It had been hard to convince 99 that he cared less and less about her. They often spent too much time in close quarters together, sharing a hotel room while visiting San Saludos or while going into the private investigative business together. Though that last incident had indeed been his own fault for suggesting it, it was only because he found it extremely difficult to deprive himself of 99's company altogether.

Up until four months previous, Max had simply remained friendly and uninterested in women altogether. He had shown, and, in fact, had, no interest in Trinka Markoff. He protected 99's honor as best he could when she asked him in front of the panel if he had ever kissed her. He had let her fall asleep on his shoulder when they had been kidnapped in their pursuit of the supersonic boom machine. He had even dismissed Ozark Annie's attentions, sober or otherwise.

Admittedly, on that occasion, he had also dismissed 99's attentions, but he had done so in a very different manner. Where he had let his fellow CONTROL agents handle Annie in her intoxicated state, Max had carefully led 99 out into the open air where she quickly regained her composure. She had been embarrassed, needless to say, but after Max had reassured her that it could have happened to anybody, she had rewarded him with a sound kiss on the lips.

It was that kiss that had made Max realize that 99's affections had not been subdued at all by his behavior. And though he had been trying to get over her for two years, it wasn't until then that he knew he had to move on. It wasn't enough to pretend he didn't feel anything anymore. He had to teach himself not to feel anything.

He had to bring her back.

So when Max and 99 infiltrated the Purple Knights and Doll Baby showed a particular interest in him, Max not only welcomed the affection, he encouraged it. But even then, it had had been tiring to remove himself from 99, so rather than finding a piece of floor near Doll Baby to crash for the night, he curled up next to 99, and he found it difficult to sleep at all.

The next opportunity to forget 99 showed itself when she was sent out of town on assignment. While she was gone, Max ran in to a beautiful woman in the supermarket. She gave him her phone number, and by the next night, Janet was dining with him in his apartment. Max had considered this a big step toward forgetting about 99. Unfortunately, she had turned out to be a KAOS agent who had helped poison him.

After checking with all the best toxicologists and learning that he had less than 24 hours to live, Max panicked. He headed over to CONTROL headquarters as fast as he could go and burst into the chief's office demanding to know where 99 had gone. The chief told him that 99 had been on an assignment in France but would be back later that day. Max left word that he would be at home and made sure that 99 would get the message as soon as she came into the office.

He was dying. Of course, he faced death all the time, but this was certain. He had been poisoned, there was no questioning that, and there were no antidotes. He was going to die. And he might even die before he got to see 99 again. It was that thought that drove him into the deepest of depressions.

When 99 showed up at his door, she seemed duly concerned for his health, but those at CONTROL had obviously decided to leave it to him to tell her he was dying. At least, he thought as he laid back on his couch after telling her, he would be able to die with her by his side. Maybe he could get a goodbye kiss or two, and maybe he could finally tell her how much he had cared for her the past two years. And while that plan hadn't worked out, 99 had certainly helped him obtain an antidote. The affection he felt for her after that day was more intense than he ever could have imagined.

Which momentarily made him to forget his plan when King Charles' evil half-brother Basil had captured 99. He risked everything when he learned she was in danger: the mission, his safety, and even the king's safety. When he followed that escapade with that of the lie pill during the Groovy Guru case, he was sure 99 would find reason enough to hope again. And that promised nothing but danger.

She knew enough by then to know that he wouldn't want to kiss her when she asked. But when she asked if he liked the kiss she had given him, Max knew she hadn't understood what his reactions had meant. "No," he had said, he didn't like the kiss, which had wholeheartedly meant yes. But when he puckered up for another kiss, he had instead been trying to discourage her from continuing. No matter how much he had enjoyed the kiss, he didn't want to kiss her again.

He wanted to forget her.

In a flash Max realized that the last time he had kissed 99 had been in that moment. And what a feeble kiss it had been. If he had known it would be their last, he would have invested all of his pent up, self-denied feelings in it. Instead, 99 was going off to marry Victor Royale, and Max could never kiss her again.

He had to bring her back.

He knew then, all of a sudden, what had prompted her to go. It had been his behavior this past month. It certainly hadn't made 99 feel more affectionate toward him when he called her up and asked her, not only to be Sid Krimm's date rather than his own, but even asked her to bring a date for him. But Max hadn't seen anyone else, outside of Janet, the KAOS agent who had helped to poison him a handful of weeks before, and girls on assignment, since he and 99 had started working together.

Max knew it would upset 99 to ask her to find him a date, rather than to find Sid a date. But he couldn't afford another misstep and he knew that if she was his date, there would be no way he would be able to help himself from holding her, kissing her. Max hadn't realized, however, just how upset 99 would be until she was curled up against Sid's side in the restaurant, until they got up to find some privacy while he and the chief sat at the table and drank the remainder of the evening away.

After letting Sid have 99 to himself for as long as he could stand it, Max excused himself from the chief's sullen company and charged off to find them. He found them rather quickly, hidden in a corner booth, Sid attacking 99 with eager kisses while she tried to diffuse his enthusiasm by gently pushing him away. Max reached the table in four large, fast strides, calling: "Hey, Sid!"

Sid pulled back and said, "Hey, Max, how about some privacy?" while 99 quickly disentangled herself. Max paid him no attention and instead stared at 99.

"It's getting late," Max said without looking at Sid. "I think it's time to leave." 99 glanced at Max and raised her eyebrows defiantly at him.

"Late?" Sid started. "Max, it's not even–"

"We're leaving" Max interrupted. He grabbed 99 by the arm and led her out of the booth and back toward the chief. Despite Sid's never-ending protests, Max ushered the four of them out to the curb where the chief said goodbye and threw Max a knowing look before heading for his own car, leaving the rest of them to hail a cab.

When they arrived at 99's apartment complex, Max helped Sid accompany her to her door. Once there, Sid said with an eager grin, "Thanks again, 99. I had a great time."

"So did I, Sid," she replied, and Max could hear the lie in her voice. His inner lion roared, but found the roar stuck in his throat when 99 leaned forward and pressed her lips to Sid's.

They were kissing for far too long, Max thought. And when they finally did pull apart, 99 was entirely too flirty when she said, "Pleasant dreams, Sid." She glanced over his shoulder at Max then and said, "See you at work tomorrow."

The two men murmured their agreement and watched her hips sway as she walked into her apartment.

While Max had thought that 99 had gotten the anger out of her system that night, he realized now that she had never forgotten that he had refused to be her date. And when he thought of his run in with the police a few weeks ago, he had no doubts about what had made 99 run off to marry Victor Royale.

He had hardly seen her during his trial, but what had hurt her the most was how long it had taken to contact her after his escape. She later told him that she had been worried sick, that she had hardly slept while he was on the run. He hadn't wanted to call her because he knew that it could get her in trouble, but 99 didn't accept this as any excuse. When he finally got to see her again, she had been livid. She spent a good half-hour lecturing him about the importance of staying in close contact, and Max could tell she was thoroughly worked up over it.

After thinking about it, Max decided to take her to see a play she had been raving about for the past three weeks. It was taking Broadway critics by storm, and it had finally come to town but had sold out the first day tickets were available. Max knew that if he could get some tickets, even if he still asked 99 to go Dutch with him, she would be able to forgive him.

He hadn't thought his behavior would hurt her enough to call up Victor Royale and agree to marry him. He knew now that he had no idea how much he had hurt 99 in the past four months, as he found out when he bounded into her office, excitedly telling her about the tickets he had finally been able to get.

He had to bring her back.

Max felt even more fidgety when he started to think back on that meeting in her office. He reached into his breast pocket for a cigarette but when he went to smoke it he found he was shaking so much that he was hardly able to light it. Finally, his neighbor noticed his shaking and said, "Here, buddy. Let me." The stranger reached for Max's lighter and lit his cigarette.

"Thanks," replied before he took a long drag and he was quickly back in 99's office, hearing her tell him he couldn't go to the play.

At first he misunderstood. She was leaving CONTROL? She was one of the best spies they had. What else would she do? But no, she was leaving CONTROL, leaving him, for Victor.

"He's alright, I guess, if you like fantastically handsome men," Max had told her. "But, well, 99, I always thought–" he started to say but choked on the words.

"Thought what Max?" she prompted. He changed tactics.

"Well, I always thought there was somebody else," he hinted.

"Who, Max?" she asked with the hint of smile on her face. He looked down to gather his courage but found that he couldn't say what he most wanted to say. _Me!_ he wanted to scream, but instead said:

"Forsythe, in the decoding room." He saw 99's face fall and he babbled on about coffee breaks, but he knew he was losing her.

Panic flooded his heart and he hardly heard her when she told him the worst part of all: she was getting married.

Married.

Ring on her finger, never love anyone else ever again, married.

He had to bring her back.

It occurred to Max then that to accept someone's marriage proposal, she must have been at least somewhat intimate with him before. He had never thought of that before. He had never realized that 99 must have been out with dozens of men in the past two years, that she must have used her sexuality to her full advantage while she was on a solo assignment. The gentle caresses he had once enjoyed were not exclusively his, and soon that, and much, much more would belong solely to another man, and Max would never be able to experience the delight of giving himself completely to 99.

"Max, what's wrong? You're not jealous, are you?" 99 asked. She was giving him one last chance, and he knew it. But he was angry that she had read his mind.

"Jealous?!" he guffawed. "Of course not, that's ridiculous. Jealous! Why, I'm not jealous. I'm just a little bit upset, that's all," he lied. "It took me a lot of trouble to get these tickets, and I don't know anybody else to take, and they're not refundable."

Her mouth formed an "Oh" as she nodded her head and looked around the room. "Well, Max," she said after a moment of silence, "I have to finish packing my things here, but I'll come find you before I leave, okay?"

Max swallowed and looked at her. "Okay," he agreed. "I, uh, I have to go finish up some paperwork," he lied. He headed back for the door and said, "I'll see you later, 99."

"Bye, Max," he heard her call.

That was the last thing she had said to him. After that, he sped home, packed a quick bag, and caught the first flight out of D.C.

"Folks, we're about to start our descent," the pilot said over the intercom system of the airplane, "so if you all would take your seats and fasten your seatbelts, we'll be there before you know it."

Max took another drag on his cigarette.

She has to think of her future, she had said. Max had told her that her future was at CONTROL, but he knew then that he had really meant that her future was with him. Which could only mean one thing:

His future was with her.

Now he just had to go bring it back.

**Fin.**

**Author's Note: I'm on a quest for a story set during "99 Loses CONTROL" that tells a slightly AU version (I think) that is very distinctive because of it's many allusions to Beatles songs. I read it probably 10 years ago, but loved it then and would love to love it again. So if you know where I can find this story, please let me know. Thanks!**

**Viva Smart!**


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